Made with two delicious cheeses and a crunchy topping, this mac and cheese is so tasty! Serve it as a side dish or a main, this is the best creamy mac and cheese recipe ever!
I will admit it, I love mac and cheese. I can’t even look at pictures of it without thinking, “I need to make this right now.” There are so many delicious versions, and I have tried a huge variety. They are all usually good, in their own way. Sometimes adding a little mustard spices things up, or adding a crusty bread crumb topping to give it a crunch. This version blows the all out of the water as it is so tasty! It is by far the best creamy mac and cheese recipe!
Adding the bread to the top of this mac and cheese gives it a nice crunch and unexpected oomph. It is delicious with two different cheese, and the big spiral noodles. If you haven't tried my Panera Mac and Cheese (copycat recipe) or Instant Pot Mac and Cheese (pressure cooker), I highly recommend those as well. Serve this creamy mac and cheese with Air Fryer Turkey Breast, Instant Pot Chicken Wings, Air Fryer Buffalo Chicken Tenders, or Easy Italian Meatball Sliders for the perfect meal!
How to make this creamy mac and cheese:
**scroll down for full ingredients list and printable directions**
- Prepare the breadcrumbs by tossing the chopped bread with the melted butter, then set that to the side.
- Make the pasta according to the box directions, however undercook the pasta by 2-3 minutes. Strain and set aside.
- Make the sauce in a small sauce pot by melting the butter, then adding the flour and whisking to combine. Then whisk in the warmed milk, and continue cooking for 8-10 minutes while whisking and simmering. The mixture should thicken up.
- Remove from the heat, then add in the spices and cheeses, stir well to combine and continue whisking until the sauce is melted and smooth with no clumps. Add the sauce to the pot with the macaroni, then stir to coat the pasta.
- Add the pasta to a buttered baking dish, then add the breadcrumbs over the top. Place it in the oven and bake for about 30 minutes or until the bread is browned.
What to serve with this mac and cheese:
- Air Fryer Roasted Asparagus (2 ingredients)
- Garlic Parmesan Chicken Wings
- Sauteed Brussels Sprouts with Pears, Golden Raisins & a Sweet Glaze
- Oven Roasted Brussels Sprouts
- Air Fryer Roasted Carrots (easy side dish)
- Air Fryer Turkey Breast
- Buffalo Chicken Salad
- Air Fryer BBQ Chicken Wings
- Instant Pot Chicken Wings
- Air Fryer Chicken Legs (drumsticks)
Made with two delicious cheese and a crunchy topping, this mac and cheese is so tasty! Serve it as a side dish or a main, this is the best creamy mac and cheese recipe ever!
- 4 TBS unsalted butter plus more for casserole dish
- 3 slices white bread crusts removed, chopped into ¼- to l/2-inch pieces
- 2 and ¾ cups milk
- ¼ cup all-purpose flour
- 1 teaspoon coarse salt plus more for water
- ⅛ teaspoon ground nutmeg
- ⅛ teaspoon freshly ground black pepper
- ⅛ teaspoon cayenne pepper
- 2 ¼ sharp white cheddar cheese, grated
- 1 cup Gruyère, grated (or ⅔ cups grated Pecorino Romano cheese)
- ½ pound elbow macaroni or other spiral noodle
Preheat oven to 375°F. Butter a large casserole dish; set aside. Place the bread in a medium bowl. In a small saucepan over medium heat, melt 1 TBS butter. Pour the melted butter into the bowl with the bread and toss. Set the aside.
Cover a large pot of salted water, and bring to a boil. Cook the macaroni until the outside of pasta is cooked and the inside is underdone, 2 to 3 minutes. Transfer the macaroni to a colander, rinse under cold running water, and drain well.
Warm the milk in a medium saucepan over medium heat. Melt the remaining 3 tablespoons butter in a high-sided skillet over medium heat. When the butter bubbles, add the flour. Cook, stirring, 1 minute.
While whisking, slowly pour in the hot milk a little at a time into the skillet with butter/flour mixture. Continue cooking, whisking constantly, until the mixture bubbles and becomes thick, 8 to 12 minutes.
Remove the pan from the heat. Stir in salt, nutmeg, black pepper, cayenne pepper, 1.5 cups of the cheddar cheese, and ¾ cup Gruyère (or ⅓ cup Pecorino Romano); Mix until all cheese is melted and smooth and set the cheese sauce aside.
Stir the macaroni into the reserved cheese sauce.
Pour the mixture into the prepared dish. Sprinkle the remaining cheeses and the breadcrumbs over the top.
Bake until golden brown, about 30 minutes (watch as this may take a little longer. you want the bread browned). Transfer the dish to a wire rack for 5 minutes and then serve.
Recipe can be doubled for a larger crowd
First published Feb 2014. Updated Dec. 2021.